<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
[Fee Required]
For the fiscal year ended
December 31, 1995
or
[ ] Transition Report to Section 13 or 15(d) of the Securities
Exchange Act of 1934
[Fee Required]
For the transition period from _______to__________
Commission File Number
33-5785-A
NASHVILLE LAND FUND, LTD.
(Exact name of Registrant as specified in its charter)
Tennessee 62-1299384
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number.)
One Belle Meade Place, 4400 Harding Road, Suite 500, Nashville,
Tennessee 37205
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code:(615) 292-1040
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
registered
None None
Securities registered pursuant to Section 12(g) of the Act:
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the Registrant was required to file
such reports), and (2) has been subject to such filing
requirements for at least the past 90 days.
YES X NO
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (229.405 of this chapter)
is not contained herein, and will not be contained, to the best
of the registrant's knowledge, in definitive proxy of information
statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [X]
<PAGE>
The aggregate sales price of the Units of Limited Partnership
Interest to non-affiliates was $7,500,000 as of February 29, 1996.
This does not reflect market value, but is the price at which
these Units of Limited Partnership Interest were sold to the
public. There is no current market for these Units.
<PAGE>
PART I
Item 1. Business
Nashville Land Fund, Ltd. ("Registrant"), is a Tennessee
limited partnership organized on March 26, 1986, pursuant to the
provisions of the Tennessee Uniform Limited Partnership Act,
Chapter 2, Title 61, Tennessee Code Annotated, as amended. The
General Partner of Registrant is 222 Partners, Inc.
Registrant's primary business is to own and hold for
investment undeveloped real properties located in Goodlettsville,
Sumner County and Nashville, Davidson County, Tennessee (the
"Property"). Registrant's investment objectives are preservation
of investment capital and appreciation of the value of the
Property due to development of the immediately surrounding areas
and the growth of the communities generally.
Financial Information About Industry Segments
The Registrant's activity, investment in land, is within one
industry segment and geographical area. Therefore, financial data
relating to the industry segment and geographical area is included
in Item 6- Selected Financial Data.
Narrative Description of Business
The Registrant is holding for investment approximately 58
sellable acres of land in various stages of development in
Goodlettsville, Sumner County and Nashville, Davidson County,
Tennessee. These properties will be referred to respectively as
North Creek Business Park Property and Larchwood Property in the
remainder of this report.
The North Creek Business Park Property is approximately 44
acres of land. It is subdivided into 20 tracts, which are
cleared, graded and improved with roads and utilities. The North
Creek Business Park Property is located in the incorporated City
of Goodlettsville, approximately 12 miles north of downtown
Nashville, and is zoned Commercial PUD. It is intended for office
users.
<PAGE>
An affiliate of the General Partner, North Creek Associates,
Ltd., owns land in the immediate vicinity of North Creek Business
Park. North Creek Associates, Ltd.'s land is intended primarily
for retail and apartment use. The retail site, called North Creek
Commons, does not directly compete with the Registrant due to
their different uses.
The Larchwood Property is approximately 14 acres located in
Nashville, Davidson County. It is subdivided into 4 tracts, which
are cleared and graded. One of the four tracts is zoned for
residential use, and all remaining acreage is zoned Commercial
PUD.
Competition:
The competition surrounding the Registrant's Property has had
very little change in the recent years. The competitive sites
have also seen little activity in the past year and are asking
similar prices to the Registrant.
The Registrant has no employees. Partnership management
services are being provided under a contractual agreement with
Landmark Realty Services Corporation, an affiliate of the General
Partner.
<PAGE>
Item 2. Properties
As of December 31, 1995, Registrant owned approximately 58
sellable acres of land in Goodlettsville, Sumner County, and
Nashville, Davidson County, Tennessee. These properties consist
of 44 acres in the North Creek Business Park and 14 acres of the
Larchwood Property. For further information, see Item 1 above.
Item 3. Legal Proceedings
Registrant is not a party to, nor is any of Registrant's
property the subject of, any material legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders
The security holders of Registrant did not vote on any matter
during the fiscal year covered by this report.
PART II
Item 5. Market for Registrant's Units of Limited Partnership
Interest and Related Security Holder Matters
There is no established market for the Units, and it is not
anticipated that any will exist in the future. The Registrant
commenced an offering to the public on June 26, 1986 of 7,500
Units of limited partnership interests at $1,000 per Unit. The
offering of $7,500,000 was fully subscribed and closed on July 31,
1986. As of February 29, 1996, there were 458 holders of record
of the 7,500 Units of limited partnership interests.
<PAGE>
There are no material restrictions upon Registrant's present
or future ability to make distributions in accordance with the
provisions of Registrant's Limited Partnership Agreement.
Item 6. Selected Financial Data
For the Year Ended December 31,
1995 1994 1993 1992 1991
Total Income $341,335 $124,358 $183,105 $132,101 $212,626
Net Earnings 242,773 11,389 74,306 28,549 99,076
Net Earnings 32.37 1.52 9.91 3.81 13.21
per unit
Total Assets 5,159,939 6,430,985 6,390,008 6,469,190 6,435,847
Cash Distributions 200 - 20 - 20
per $1000 units
<PAGE>
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations
Results of Operations
On January 4, 1995, the Registrant sold approximately one acre
to a hotel developer for approximately $184,000. There were no
sales during 1994. In 1993, the Registrant sold one acre for
$210,000. The 1993 proceeds were used to make a cash distribution
to the partners in the amount of $150,001. The remainder of the
1993 proceeds are being retained primarily for operating expenses.
Also during 1995, the Registrant received $1,490,292 as
payment of interest and principal on the Note receivable. These
proceeds together with the sale proceeds were used to make a $1.5
million distribution to the partners.
Although there have been some variances between accounts,
overall operations of the Registrant have not fluctuated
significantly except for the absence of land sales in 1994.
During 1994, the interest income calculation on the note
receivable was changed from simple interest to quarterly
compounded interest in accordance with the Note Agreement.
The change did not have a material impact on the financial
statements.
<PAGE>
Financial Condition and Liquidity
At February 29, 1996, $116,826 was held in cash and cash
equivalents to cover partnership administrative expenses. The
General Partner believes that the 1996 operational expenses will remain
comparable to those incurred in the recent past. Therefore, the
present cash balances should provide sufficient liquidity for
1996. Sales of the land held for investment are the Registrant's
primary sources of additional capital resources and liquidity.
In March 1995, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 121 Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed of (Statement 121). It requires that long-lived
assets that are to be disposed of be reported at the lower of
carrying amount or fair value less costs to sell. If quoted
prices are not available, the estimated fair value is determined
using the best information available. After implementation, any
material impairments must be recorded to reflect an excess of the
carrying amount over the estimated fair value.
Statement 121 is applicable for fiscal years beginning after
December 15, 1995, and it will be implemented by the Registrant
effective January 1, 1996. Implementation of Statement 121 is not
expected to have a material impact on the financial statements of
the Registrant.
<PAGE>
Item 8. Financial Statements and Supplementary Data
The Financial Statements required by Item 8 are filed
at the end of this Report.
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosures
None.
<PAGE>
PART III
Item 10. Directors and Executive Officers of the Registrant
Registrant does not have any directors or officers. 222
Partners, Inc. is the General Partner of the Registrant and as
such has general responsibility and ultimate authority in matters
affecting Registrant's business.
222 Partners Inc.
222 Partners, Inc. was formed in September, 1986 and serves
as co-general partner for several other real estate investment
limited partnerships. The executive officers and directors of 222
Partners, Inc. are W. Gerald Ezell, Steven D. Ezell, and Michael
A. Hartley.
Officers and Directors of 222 Partners, Inc. are as follows:
W. Gerald Ezell, age 65, serves on the Board of Directors of
222 Partners, Inc. Until November, 1985, Mr. Ezell had been for
over 20 years an agency manager for Fidelity Mutual Life Insurance
Company and a registered securities principal of Capital Analysts
Incorporated, a wholly owned subsidiary of Fidelity Mutual Life
Insurance Company.
Steven D. Ezell, age 43, is the President and sole shareholder
of 222 Partners, Inc. He has been an officer of 222 Partners,
Inc. from September 17, 1986 through the current period. Mr.
Ezell is President and 50% owner of Landmark Realty Services
Corporation. For the prior four years, Mr. Ezell was involved in
property acquisitions for Dean Witter Realty Inc. in New York
City, most recently as Senior Vice President. Steven D. Ezell is
the son of W. Gerald Ezell.
<PAGE>
Michael A. Hartley, age 36, is Secretary/Treasurer and a Vice
President of 222 Partners, Inc. He has been an officer of 222
Partners, Inc. from September 17, 1986 through the current period.
He is Vice President and 50% owner of Landmark Realty Services
Corporation. Prior to joining Landmark in 1986, Mr. Hartley was
Vice President of Dean Witter Realty Inc., a New York-based real
estate investment firm.
Item 11. Executive Compensation
During 1995, Registrant was not required to and did not pay
remuneration to any executives, partners of the General Partner
or any affiliates, except as set forth in Item 13 of this report,
"Certain Relationships and Related Transactions."
The General Partner does participate in the profits, losses
and distributions of the Registrant as set forth in the
Partnership Agreement.
Item 12. Security Ownership of Certain Beneficial Owners and
Management
As of February 29, 1996 no person or "group" (as that term is
used in Section 13(d)(3) of the Securities Exchange Act of 1934)
was known by the Registrant to beneficially own more than five
percent of the Units of Registrant.
<PAGE>
As of the above date, the Registrant knew of no officers or
directors of 222 Partners, Inc. that beneficially owned any of the
units of the Registrant.
There are no arrangements known by the Registrant, the
operation of which may, at a subsequent date, result in a change
in control of the Registrant.
Item 13. Certain Relationships and Related Transactions
No affiliated entities have, for the year ending December 31,
1995, earned or received compensation or payments for services
from the Registrant in excess of $60,000. For a listing of
miscellaneous transactions with affiliates which were less than
$60,000 refer to Note 3 to the Financial Statements included
herein.
PART IV
Item 14. Exhibits Financial Statement Schedules and Reports on
Form 8-K
(a) (1) Financial Statements
Independent Auditors' Report F-1
Financial Statements
Balance Sheets F-2
Statements of Earnings F-3
Statements of Partners' Equity F-4
Statements of Cash Flow F-5
Notes to Financial Statements F-6
(2) Financial Statement Schedules
Independent Auditors' Report on Schedules S-1
Schedule XI - Real Estates and Accumulated
Depreciation S-2
Schedule XII - Mortgage loans on Real
Estate S-3
<PAGE>
(3) Exhibits
3 Amended and Restated Certificate and
Agreement of limited Partnership,
incorporated by reference to Exhibit A
to the Prospectus of Registrant dated
June 26, 1986 filed pursuant to Rule 424(b)
of the Securities and Exchange Commission.
22 Subsidiaries - Registrant has no
subsidiaries.
27 Financial Data Schedule
(b) No reports on Form 8-K have been filed during the last
quarter of 1995.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
NASHVILLE LAND FUND, LTD.
By: 222 Partners, Inc.
General Partner
DATE: March 29, 1996 By:/s/ Steven D. Ezell
President and Director
DATE: March 29, 1996 By:/s/ Michael A. Hartley
Secretary/Treasurer
<PAGE>
SIGNATURES (Cont'd)
Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following
persons on behalf of the Registrant and in the capacities and on
the dates indicated.
NASHVILLE LAND FUND, LTD.
By: 222 Partners, Inc.
General Partner
DATE: March 29, 1996 By:/s/ Steven D. Ezell
President and Director
DATE: March 29, 1996 By:/s/ Michael A. Hartley
Secretary/Treasurer
Supplement Information to be Furnished with Reports filed
Pursuant to Section 15(d) of the Act by Registrant Which Have Not
Registered Securities Pursuant to Section 12 of the Act:
No annual report or proxy material has been sent to security
holders.
<PAGE>
Independent Auditors' Report
____________________________
The Partners
Nashville Land Fund, Ltd.:
We have audited the accompanying balance sheets of
Nashville Land Fund, Ltd. (a limited partnership) as of
December 31, 1995 and 1994, and the related statements
of earnings, partners' equity, and cash flows for each
of the years in the three-year period ended
December 31, 1995. These financial statements are the
responsibility of the Partnership's management. Our
responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally
accepted auditing standards. Those standards require
that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are
free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements.
An audit also includes assessing the accounting
principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to
above present fairly, in all material respects, the
financial position of Nashville Land Fund, Ltd. at
December 31, 1995 and 1994, and the results of its
operations and its cash flows for each of the years in
the three-year period ended December 31, 1995, in
conformity with generally accepted accounting
principles.
As discussed in Note 8, the Partnership adopted in 1995
the provisions of Statement of Financial Accounting
Standards No. 107, Disclosures about Fair Value of
Financial Instruments.
KPMG Peat Marwick LLP
Nashville, Tennessee
January 19, 1996
F-1
<PAGE>
NASHVILLE LAND FUND, LTD.
(A Limited Partnership)
Balance Sheets
December 31, 1995 and 1994
Assets 1995 1994
Cash and cash equivalents $ 163,842 104,645
Land held for investment (note 2) 4,995,822 5,080,858
Note receivable (note 4) - 978,014
Accrued interest receivable (note 4) - 267,193
Other assets 275 275
________ ________
Total assets $5,159,939 6,430,985
======== ========
Liabilities and Partners' Equity
Liabilities:
Accounts payable 984 13,788
Accrued property taxes 35,236 36,251
________ ________
Total liabilities 36,220 50,039
Partners' equity 5,123,719 6,380,946
________ ________
Commitments and contingencies
(notes 3 and 5)
Total liabilities
and partners' equity $ 5,159,939 6,430,985
======== ========
See accompanying notes to financial statements.
F-2
<PAGE>
NASHVILLE LAND FUND, LTD.
(A Limited Partnership)
Statements of Earnings
Years ended December 31, 1995, 1994 and 1993
1995 1994 1993
_____ _____ _____
Income:
Sales proceeds $ 184,109 - 210,079
Cost of land sold (85,036) - (111,794)
Selling expenses (16,414) - (22,783)
______ ______ ______
Gain on sale of land 82,659 - 75,502
Interest (note 4) 258,246 123,158 106,303
Miscellaneous 430 1,200 1,300
______ ______ ______
Total income 341,335 124,358 183,105
Expenses:
Partnership and property
management fees (note 3) 14,000 14,000 14,000
Association fees (note 5) 27,567 26,370 28,341
Legal and accounting
fees (note 3) 16,006 14,959 10,568
Architect and engineering
fees 4,443 15,627 19,481
General and administrative
expenses 2,562 2,998 1,736
Property taxes 33,984 39,015 34,673
______ ______ ______
Total expenses 98,562 112,969 108,799
______ ______ ______
Net earnings $ 242,773 11,389 74,306
====== ====== ======
Net earnings
per unit $ 32.37 1.52 9.91
====== ====== ======
See accompanying notes to financial statements.
F-3
<PAGE>
NASHVILLE LAND FUND, LTD.
(A Limited Partnership)
Statements of Partners' Equity
Years ended December 31, 1995, 1994 and 1993
Limited General
partners partners Total
Partners' equity,
December 31, 1992 $6,435,916 9,336 6,445,252
Distributions (note 7) (150,001) - (150,001)
Net earnings 74,306 - 74,306
________ _____ ________
Partners' equity,
December 31, 1993 6,360,221 9,336 6,369,557
Net earnings 11,389 - 11,389
________ _____ ________
Partners' equity,
December 31, 1994 6,371,610 9,336 6,380,946
Distributions (note 7) (1,500,000) - (1,500,000)
Net earnings 242,773 - 242,773
________ _____ ________
Partners' equity,
December 31, 1995 $5,114,383 9,336 5,123,719
======== ===== ========
See accompanying notes to financial statements.
F-4
<PAGE>
NASHVILLE LAND FUND, LTD.
(A Limited Partnership)
Statements of Cash Flows
Years ended December 31, 1995, 1994 and 1993
1995 1994 1993
Cash flows from operating
activities:
Net earnings $242,773 11,389 74,306
Adjustments to reconcile net
earnings to net cash provided
(used) by operating
activities:
Cost of land sold 85,036 - 111,794
Cost of land improvements - (11,500) -
Decrease (increase) in
accrued interest
receivable 267,193 (117,791) (100,099)
Decrease in other assets - - 3,508
(Decrease) increase in
accrued property taxes (1,015) 23,848 (11,535)
(Decrease) increase in
accounts payable (12,804) 5,740 8,048
_______ _______ _______
Total adjustments 338,410 (99,703) 11,716
_______ _______ _______
Net cash provided
(used) by operating
activities 581,183 (88,314) 86,022
_______ _______ ______
Cash flows from investing activities -
payment received on note
receivable 978,014 - -
_______ _______ _______
Cash flows from financing activities -
cash distribution to limited
partners (1,500,000) - (150,001)
_______ _______ _______
Net increase (decrease)
in cash and cash
equivalents 59,197 (88,314) (63,979)
Cash and cash equivalents
at beginning of year 104,645 192,959 256,938
_______ _______ _______
Cash and cash equivalents
at end of year $163,842 104,645 192,959
======= ======= =======
Supplemental disclosures of cash flow information:
Cash paid for state taxes $ - - 7,606
======= ======= =======
See accompanying notes to financial statements.
F-5
<PAGE>
NASHVILLE LAND FUND, LTD.
(A Limited Partnership)
Notes to Financial Statements
December 31, 1995 and 1994
(1) Summary of Significant Accounting Policies
_______________________________________
(a) Organization
___________
Nashville Land Fund, Ltd. (the
Partnership) is a Tennessee Limited
Partnership organized in March, 1986
to acquire, own, and hold for
investment certain parcels of
undeveloped real property located in
Metropolitan Nashville, Davidson
County, and Sumner County,
Tennessee. 222 Partners, Inc. (see
note 6) is the General Partner of
the Partnership.
(b) Income Taxes
____________
The financial statements include
only those assets, liabilities and
results of operations which relate
to the Partnership. No provision
has been made in the financial
statements for Federal income taxes,
since such taxes are the liabilities
of the partners. The partnership is
subject to a 6% state tax on certain
interest income. Provision has been
made in the financial statements for
such taxes.
(c) Land Held for Investment
_______________________
Land held for investment is recorded
at cost and includes two tracts of
undeveloped land representing
approximately 104 and 105 acres in
1995 and 1994, respectively.
Approximately 61 acres of the land
are available for sale with the
remainder being flood plain, roads,
and landscaping. Land costs include
amounts incurred to acquire and hold
land, including interest and
property taxes during the
development period. Costs to hold
land, including interest and
property taxes, are charged to
expense once development is
substantially complete. Land
improvement costs incurred include
development costs expended
subsequent to the acquisition of a
tract.
(d) Partnership Allocations
_____________________
Net earnings, losses, and
distributions of cash flow of the
Partnership are allocated among the
limited partners and general
partners, in accordance with the
agreement of the limited
partnership.
F-6
(Continued)
<PAGE>
NASHVILLE LAND FUND, LTD.
(A Limited Partnership)
Notes to Financial Statements
(e) Cash and Cash Equivalents
________________________
The Partnership considers all short-
term investments with original
maturities of three months or less
at the date of purchase to be cash
equivalents.
Cash belonging to the Partnership is
combined in an account with funds
from other partnerships related to
the general partner.
(f) Estimates
_________
Management of the Partnership has
made estimates and assumptions to
prepare these financial statements.
Actual results could differ from
those estimates.
(2) Land held for Investment
_______________________
The components of land held for investment at
December 31, are as follows:
1995 1994
_____ _____
Land $2,800,349 2,859,202
Improvements 2,195,473 2,221,656
________ ________
$4,995,822 5,080,858
======== ========
The aggregate cost for federal income tax
purposes was $4,995,822 and $5,208,244 at
December 31, 1995 and 1994, respectively.
In 1995, the Partnership sold approximately 1
acre of the land held for investment for
gross proceeds of $184,109.
(3) Related Party Transactions
_______________________
The general partners and their affiliates
have been actively involved in managing the
property. Affiliates of the general partners
receive fees for performing certain services.
Expenses incurred for these services for the
years ended December 31, 1995, 1994 and 1993
are as follows:
1995 1994 1993
____ ____ ____
Partnership and property
management fees $14,000 14,000 14,000
Accounting fees 2,000 2,000 2,250
Real estate sales commission 5,523 - -
(Continued)
<PAGE>
NASHVILLE LAND FUND, LTD.
(A Limited Partnership)
Notes to Financial Statements
(4) Note Receivable
______________
The note receivable at December 31, 1994
represented a $978,014 promissory note issued
by Stewart's Ferry Joint Venture secured by
land and improvements in Davidson County,
Tennessee. The promissory note was
originally due July 1990 with interest at 11%
payable annually. From July 1990 to June
1992, the note was extended in six-month
intervals with interest ranging from 14% to
12.5% payable at each maturity. Effective
June 30, 1992, the note was again extended.
At that time, a principal payment of $71,986
was made, reducing the unpaid principal
balance from $1,050,000 to $978,014, and
accrued interest of $128,014 was received.
Under the extension agreement all principal
and interest is due on June 30, 2002.
Interest on the unpaid balance is to be
calculated at 10% per year compounded
quarterly, payable at maturity or in the
event of a sale or refinancing.
In connection with extending the note in
1992, the Partnership entered into an equity
participation agreement with the borrower.
According to their agreement, no equity
participation is due and payable until the
Partnership has received full payment of all
unpaid principal and interest due under the
note, and the borrower has retained
cumulative net proceeds equal to $871,986 and
the amount of any capital expenditures made
by the borrower with respect to the property
which expenditures must be approved in
writing by the Partnership. Upon
satisfaction of the preceding conditions, the
Partnership participates in fifty percent of
the net proceeds from the sale, refinancing
or operations of the property until the
Partnership has received an amount equal to a
return of 18% on the balance of the note
receivable and thereafter participates in
twenty percent of the net proceeds.
On September 20, 1995, the property which
secured this note was sold by Stewart's Ferry
Joint Venture. From the proceeds of this
sale, the Partnership received repayment of
principal and accrued interest, totaling
$978,014 and $366,619, respectively.
Stewart's Ferry Joint Venture retained
$871,986 of the net proceeds, as specified in
the equity participation agreement. The
remaining net proceeds were divided equally
between Stewart's Ferry Joint Venture and the
Partnership. The Partnership received
additional interest income of $145,659,
net, upon liquidation of Stewart's Ferry
Joint Venture.
(Continued)
<PAGE>
NASHVILLE LAND FUND, LTD.
(A Limited Partnership)
Notes to Financial Statements
(5) Association Fees
_______________
During 1989, an owners' association was
formed to manage the North Creek Business
Park. The Partnership incurred association
fees totaling $27,567 in 1995, $26,370 in
1994, and $28,341 in 1993, which relate to
the Partnership's pro rata share of the
owners' association expenses, consisting
primarily of electricity costs, irrigation,
and landscape maintenance.
(6) General Partner Bankruptcy
_________________________
On February 25, 1991, W. Gerald Ezell, a
former general partner, elected to file for
reorganization under Chapter 11 of the United
States Bankruptcy Code. On April 6, 1994,
Mr. Ezell sold his partnership interest in
the Registrant to an affiliated third-party.
In accordance with the partnership agreement,
Mr. Ezell's interest was converted into a
special limited partner interest and his
general partner responsibilities were
transferred to 222 Partners, Inc., the
remaining general partner.
(7) Distributions
___________
For the years ended December 31, 1995 and
1993, the Partnership made distributions to
the limited partners of $1,500,000 ($200 per
unit) and $150,001 ($20 per unit),
respectively. There were no distributions
made in 1994.
(8) Fair Value of Financial Instruments
_______________________________
At December 31, 1995, the Partnership had
financial instruments including cash and cash
equivalents of $163,842 and accrued
liabilities of $36,220. The carrying amounts
of cash and cash equivalents and accrued
liabilities approximate fair value because of
the short maturity of those financial
instruments.
<PAGE>
Independent Auditors' Report
The Partners
Nashville Land Fund, Ltd.:
Under date of January 19, 1996, we reported on the
balance sheets of Nashville Land Fund, Ltd. as of
December 31, 1995 and 1994, and the related statements
of earnings, partners' equity, and cash flows for each
of the years in the three-year period ended
December 31, 1995. These financial statements and our
report thereon are included elsewhere herein. In
connection with our audits of the aforementioned
financial statements, we have also audited the related
financial statement schedules as listed in the
accompanying index. These financial statement
schedules are the responsibility of the Partnership's
management. Our responsibility is to express an
opinion on these financial statement schedules based on
our audits.
In our opinion, such financial statement schedules,
when considered in relation to the basic financial
statements taken as a whole, present fairly, in all
material respects, the information set forth therein.
KPMG Peat Marwick LLP
Nashville, Tennessee
January 19, 1996
S-1
<PAGE>
Schedule XI
NASHVILLE LAND FUND, LTD.
(A Limited Partnership)
Real Estate and Accumulated Depreciation
December 31, 1995
Initial cost to Partnership
Building and
Description Encumbrances Land improvements
Land in Davidson and
Sumner Counties, Tennessee$ - 4,174,769 -
1995 1994 1993
(1) Balance at beginning $5,080,858 5,069,358 5,181,152
of Period
Additions during period:
Improvements - 11,500 -
-------- -------- --------
- 11,500 -
-------- -------- --------
Deductions during period:
Cost of real estate sold 85,036 - 111,794
-------- -------- --------
85,036 - 111,794
-------- -------- --------
Balance at end of period $4,995,822 5,080,858 5,069,358
======== ======== ========
(2) Aggregate cost for
Federal income tax purposes $4,995,822 5,208,244 5,211,410
======== ======== ========
See accompanying independent auditors' report.
S-2
<PAGE>
Schedule XI
NASHVILLE LAND FUND, LTD.
(A Limited Partnership)
Real Estate and Accumulated Depreciation
December 31, 1995
Cost Gross
capitalized subsequent amount at which carried
to acquisition at close of period(1)(2)
Building &
Improve- Carrying improve-
Description ments costs Land ments Total
Land in Davidson and
Sumner Counties, 3,334,480 341,273 2,800,349 2,195,473 4,995,822
Tennessee
<PAGE>
Schedule XI
NASHVILLE LAND FUND, LTD.
(A Limited Partnership)
Real Estate and Accumulated Depreciation
December 31, 1995
Accumulated Date of Date
Description depreciation* construction acquired
Land in Davidson and
Sumner Counties, Tennessee - - 6/16/86-
7/31/87
*Life on which depreciation in latest income statement is
computed is not applicable.
<PAGE>
Schedule XII
NASHVILLE LAND FUND, LTD.
(A Limited Partnership)
Mortgage Loans on Real Estate
December 31, 1995
Final Periodic
Interest maturity payment
Description rate date terms
First mortgage
on 19 acres
of land* 11% from Jan. 1, 1990
through July 10, 1990, June 30, 2002 Interest and
prime plus 4% from principal
July 11, 1990 through due at
June 30, 1992, 10% maturity
from July 1992 to
June 30, 2002
1995 1994 1993
(1) Balance at beginning
of period $ 978,014 978,014 978,014
Deductions during period:
Collections of principal 978,014 - -
_______ _______ _______
Balance at end of period $ - 978,014 978,014
======= ======= =======
*The note receivable represents a $978,014 promissory note
issued by Stewart's Ferry Joint Venture secured by land and
improvements in Davidson County, Tennessee. The promissory
note was originally due July 1990 with interest at 11%
payable annually. From July 1990 to June 1992, the note was
extended in six-month intervals with interest ranging from
14% to 12.5% payable at each maturity. Effective June 30,
1992, the note was again extended. At that time, a principal
payment of $71,986 was made, reducing the unpaid principal
balance from $1,050,000 to $978,014, and accrued interest of
$128,014 was received. Under the extension agreement all
principal and interest is due on June 30, 2002. Interest on
the unpaid balance is to be calculated at 10% per year
compounded quarterly, payable at maturity or in the event of
a sale or refinancing.
S-3
<PAGE>
In connection with extending the note in 1992, the
Partnership entered into an equity participation agreement
with the borrower. According to this agreement, equity
participation is due and payable until the Partnership has
received full payment of all unpaid principal and interest
due under the note, and the borrower has retained cumulative
net proceeds equal to $871,986 and the amount of any capital
expenditures made by the borrower with respect to the
property which expenditures must be approved in writing by
the Partnership. Upon satisfaction of the preceding
conditions, the Partnership participates in fifty percent of
the net proceeds from the sale, refinancing or operations of
the property until the Partnership has received an amount
equal to a return of 18% on the balance of the note
receivable and thereafter participates in twenty percent of
the net proceeds.
On September 20, 1995, the property which secured this note
was sold by Stewart's Ferry Joint Venture. From the proceeds
of this sale, the Partnership received repayment of principal
and accrued interest, totaling $978,014 and $366,619,
respectively. Stewart's Ferry Joint Venture retained
$871,986 of the net proceeds, as specified in the equity
participation agreement. The remaining net proceeds were
divided equally between Stewart's Ferry Joint Venture and the
Partnership. The Partnership received additional interest
income of $145,659, net, upon liquidation of Stewart's Ferry
Joint Venture.
See accompanying independent auditors' report.
<PAGE>
Schedule XII
NASHVILLE LAND FUND, LTD.
(A Limited Partnership)
Mortgage Loans on Real Estate
December 31, 1995
Principal amount
of loans subject
Face Carrying to delinquent
Prior amount of amount of principal or
Description liens mortgages mortgages (1) interest
First mortgage - - - -
on 19 acres of land*
<PAGE>
Exhibits Filed Pursuant to Item 14(a)(3):
NASHVILLE LAND FUND, LTD.
(A Tennessee Limited Partnership)
Exhibit Index
Exhibit
3 Amended and Restated Certificate and Agreement of
limited Partnership, incorporated by reference to
Exhibit A to the Prospectus of Registrant dated
June 26, 1986 filed pursuant to Rule 424(b) of
the Securities and Exchange Commission.
22 Subsidiaries - Registrant has no subsidiaries.
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 1995
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 163,842
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 4,995,822
<DEPRECIATION> 0
<TOTAL-ASSETS> 5,159,939
<CURRENT-LIABILITIES> 36,220
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 5,123,719
<TOTAL-LIABILITY-AND-EQUITY> 5,159,939
<SALES> 184,109
<TOTAL-REVENUES> 341,335
<CGS> 85,036
<TOTAL-COSTS> 101,450
<OTHER-EXPENSES> 98,562
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 242,773
<INCOME-TAX> 0
<INCOME-CONTINUING> 242,773
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 242,773
<EPS-PRIMARY> 32.37
<EPS-DILUTED> 32.37
</TABLE>
